Gov -201 9-Mtg -02 1




G avi Alliance Governance Committee Meeting
26 March 2019
Fairmont Ch ?teau Laurier, Ottawa, Canada


1. Chair?s report

1.1 Finding a quorum of members present, t he meeting commenced at 14.25 Ottawa
time on 26 March 2019 . Mr Bill Roedy, Board Vice Chair and Governance
Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 12 February 2019 (Doc 01b)
which had been approved by no -objection on 15 March 2019 .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

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2. Appeals Tribunal

2.1 Eelco Szabo, Director, Legal, presented this item (Doc 02), recalling that Gavi?s
current dispute resolution mechanism dates back to 2009 and that in 2016 when
the Governance Committee and Board had considered appointments of judges to
the tribunal it had been noted that some modifications to the tribunal would be
considered in due course.

2.2 Mr Szabo presented information in relation to proposed amendments to the
structure of the Appeals Tribunal as well as to its Statute and Rules of Procedure.

Discussion

? Governance Committee members endorsed the proposed approach , noting th at
the proposal to expand the panel of judg es from three to five is in line with best
practice.

? In response to a question from a Committee member, Mr Szabo indicated that the
estimated cost of a hear ing would be in the range of US$20,000 to US$ 30,000
and that such costs sh ould be covered under Gavi?s existing Employment
Practices Liability Insurance.

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Minutes

Gov -2018 -Mtg -06 1




G avi Alliance Governance Committee Meeting
12 February 2019
Teleconference


1. Chair?s report

1.1 The meeting commenced at 16. 09 Geneva time on 12 February 2019 , with a
quorum from 16.21 to the end of the meeting . Mr Bill Roedy, Board Vice Chair and
Governance Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 26 November 2018 (Doc 01b)
which had been approved by no -objection on 17 January 2019 .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

1.5 Joanne Goetz , Head, Governance, provided an update on the action related to the
gender balance in Independent Review Committee (IRC) nominations as noted by
the Committee at its November 2018 meeting. She confirmed that gender diversity
is one of the criteria con sidered when r ecruiting IRC members. The IRC pool of
review ers currently comprises 70% male and 30% female members . When IRC
panels are put together efforts are made to ensure a good gender balance, and
these will continue going forward.

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2. Board and Committee member nominations

2.1 Philip Armstrong, Director, Governance and Secretary to the Board, presented this
item (Doc 02), noting that a vacant seat remains on the Governance Committee
for the donor country constituency and on the Programme and Pol icy Committee
for an Unaffiliated Board member .












Minutes

Gov -2018 -Mtg -06 1




G avi Alliance Governance Committee Meeting
26 November 2018
Global Health Campus , Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.45 local
time on 26 November 2018 . Mr Bill Roedy, Board Vice Chair and Governance
Committee Chair, chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.3 The Committee noted the minutes of its meeting on 10 October 2018 (Doc 01b)
which had been approved by no -objection on 20 November 2018 .

1.4 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

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2. Nominations

2a. Board/Committee member nominations

2a.1 Philip Armstrong, Director, Governance and Secretary to the Board, presented this
item (Doc 02a), drawing attention in particular to the submission from the Research
and Technical Health Institutes (R&THI) constituency which had submitted three
candidates for one seat and requested the Governance Committee to make its
selection based on submitted information.

Discussion

? Governance Committee members discussed the three candidates put forward by
the R&THI constituency, agreeing on the high calibre of all three. Following due
consideration, it was agreed that the Governance Committee would recommend
the appointment of William Schluter to take the Alternate Board seat to be vacated
by Kate O?Brien at th e end of the year.

? Governance Committee members noted that the constituency had sought to
include female candidates in their list but that two potential candidates app roached
had declined the nomination .

? Governance Committee members briefly discussed the constituency seat on the
Programme and Policy Committee (PPC) which would also be vacated by Kate


Minutes

Gov -2018 -Mtg -05 1




G avi Alliance Governance Committee Meeting
10 October 2018
Global Health Campus , Geneva , Switzerland


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11.02 local
time on 10 October 2018 . Mr Bill Roedy, Board Vice Chair and Governance
Committee Chair, chaired the meeting .

1.2 The Chair welcomed all participants and in particular Minister Amir Aman Hagos,
who was attending a Governance Committee meeting for the first time. He also
expressed appreciation to those joining the meeting by phone from locations
where the time zones pr esented challenges.

1.3 Standing declarations of interest were tabled to the Committee (Doc 01a in the
Committee pack).

1.4 The Committee noted the minutes of its meeting on 4 June 2 018 (Doc 01b) which
had been approved by no -objection on 9 July 2018 .

1.5 The Committee noted its action sheet ( Doc 01c ) and forward workplan (Doc 01d).

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2. Nominations

2a. Board/Committee member nominations

2a.1 Philip Armstrong, Director, Governance and Secretary to the Board, presented this
item (Doc 02a), highlighting issues specific to the Board and some of the Board
Committees, as well as concerns raised in particular by the Board Chair and the
Chair of the Audit and Finance Committee.

2a.2 In the context of the nominations submitted for Governance Committee
consideration, attention was drawn in particular to the submission from the
Research and Technical Health Institutes (R&THI) constituency which had
submitted three candidates for one seat and requested the Governance
Committee to make its selection based o n submitted information.

Discussion

? Committee members noted that a number of constituencies had requested an
extension to November in submitting nominations for consideration.


Minutes